Item 1.01
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Entry into a Material Definitive Agreement.
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First Amendment to Revolving Credit
Facility
On June 29, 2018, Henry Schein, Inc. (the
Company
) entered into an amendment (the
First
Amendment
) to its $750 million revolving credit agreement, dated as of April 18, 2017 (the
Credit Agreement
), by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and
other agents party thereto, to, among other things, (i) permit the consummation of the
spin-off
of HS Spinco, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company, which is
further described in the Current Report on Form
8-K
filed by the Company with the U.S. Securities and Exchange Commission on April 23, 2018 (the
Spin-Off
), (ii) provide for swingline commitments in the amount of $75 million and (iii) provide for designation of subsidiary borrowers under the facility.
The foregoing description of the First Amendment is not complete and is qualified in its entirety by the actual terms of the First Amendment,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Amendment and Restatement of Existing
Private Placement Shelf Facilities
On June 29, 2018, the Company amended and restated its (i) Amended and Restated Private
Shelf Agreement, dated as of September 15, 2017, by and among the Company, PGIM, Inc. (
Prudential
) and each Prudential affiliate which becomes party thereto (the
Second Amended and Restated Prudential
Facility
), (ii) Amended and Restated Master Note Facility, dated as of September 15, 2017, by and among the Company, NYL Investors LLC (as successor in interest to New York Life Investment Management LLC) (
New York
Life
) and each New York Life affiliate which becomes party thereto (the
Second Amended and Restated New York Life Facility
), and (iii) Amended and Restated Master Note Purchase Agreement, dated as of
September 15, 2017, by and among the Company, Metropolitan Life Insurance Company (
MLIC
), MetLife Investment Advisors Company, LLC (
MLIAC
, and together with MLIC,
MetLife
) and each
MetLife affiliate which becomes party thereto (the
Second Amended and Restated MetLife Facility
), in each case, to, among other things, (x) permit the consummation of the
Spin-Off
and
(y) provide for issuance of notes in Euros, British Pounds and Australian Dollars in addition to U.S. Dollars.
The foregoing
description of the Second Amended and Restated Prudential Facility, the Second Amended and Restated New York Life Facility and the Second Amended and Restated MetLife Facility are not complete and are qualified in their entirety by the actual terms
of the Second Amended and Restated Prudential Facility, the Second Amended and Restated New York Life Facility and the Second Amended and Restated MetLife Facility, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3,
respectively, and are incorporated herein by reference.